CGI (NYSE: GIB) (TSX: GIB.A) announced today that it has entered into an agreement for the acquisition, through its subsidiary CGI France SAS (“CGI France”), of all of the shares of Umanis, a digital company specializing in data, digital and business solutions with annual revenue of approximately €246 million, which has been operating for more than 30 years, mainly in the French market.
The proposed transaction values the entire share capital of Umanis at approximately €310 million on a fully diluted basis (excluding treasury shares) and represents a premium of 45.96% to Umanis’ shares’ last closing price of March 10, 2022 and of 30.40% to their volume-weighted average closing price over the last 30 trading days.
Under the agreement, CGI France has the exclusive right to acquire all of the shares held by MURA and Mr. Olivier Pouligny, representing approximately 70.6% of the share capital of Umanis at a price of €17.15 per share (the “Block Purchase”).
Subject to completion of the Block Purchase, CGI France intends to launch a mandatory tender offer to acquire the remaining shares of Umanis (the “Offer”) at a price of €17.15 per share and, subject to legal and regulatory conditions being met, will implement a squeeze-out transaction to acquire all remaining shares not already tendered as part of the Offer.
The signing of the Block Purchase agreement would only take place after completion of the information and consultation procedures of the relevant employee representative bodies of Umanis and CGI France.
The completion of the contemplated Block Purchase is subject to certain conditions, including Umanis meeting minimum financial ratios, the obtaining of customary regulatory approvals, the delivery of a fairness opinion by Umanis’ independent appraiser, as well as the issuance of a positive recommendation from Umanis’ Board of Directors.
The Block Purchase is expected to be completed and the Offer is expected to be filed with the French financial markets authority (Autorité des Marchés Financiers) by the end of the second quarter of the 2022 calendar year.
The Board of Directors of Umanis met on March 10, 2022 and welcomed the proposed transaction, without prejudice to its reasoned opinion on the Offer that will be issued following receipt of the independent expert’s opinion. To that end, the Board of Directors designated a committee and, upon its recommendation, appointed Crowe HAF as independent expert (subject to AMF’s opposition right pursuant to article 261-1-1 III of the AMF General Regulations) to prepare a fairness opinion relating to the Offer.
“The combination of CGI’s operations and those of Umanis will further deepen our presence and positioning across Western and Southern Europe. This transaction is consistent with the metro market merger element of our Build and Buy strategy for delivering profitable inorganic growth, while acting as a catalyst for future organic growth,” said George Schindler, CGI President and CEO.
“We are excited to join forces with Umanis to help our clients accelerate their digital transformation and enable them to benefit from our expanded end-to-end capabilities. Umanis and CGI are two very complementary companies in terms of skills, vision and values. We look forward to welcoming Umanis’ professionals to CGI,” said Laurent Gerin, CGI President of Western and Southern Europe.
“I founded Umanis in 1990, went public in 1998, and I am particularly proud of the company’s track record and the value created for all of our shareholders over the past years. Looking ahead, Umanis’ employees and clients will greatly benefit from the support of CGI, with which we share a common vision and values,” said Laurent Piepszownik, Executive Chairman of Umanis.
“We are thrilled by this new opportunity and look forward to integrating with CGI with which we are highly complementary,” said Olivier Pouligny, CEO of Umanis.
The trading of Umanis’ shares was suspended this morning and will resume at the opening of the market on Monday, March 14, 2022.